Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the
“Act”), Exactus, Inc. (the Company”) requests the
withdrawal of the Company’s Registration Statement on Form
S-1, filed on September 11, 2017(the “Registration
Statement”). The Company requests the withdrawal of the
Registration Statement because the Company has decided not to
proceed with the offering at this time. The Registration Statement
has not been declared effective, and no shares of the
Company’s common stock have been sold under the Registration
Statement.

The
Company requests that, in accordance with Rule 457(p) under the
Securities Act, all fees paid to the U.S. Securities and Exchange
Commission (the “Commission”) in connection with the
filing of the Registration Statement be credited for future
use.

Please
email a copy of the written order to the Company, attention Mr.
Philip Young at pyoung@exactusinc.com.

If you
have any questions with respect to this matter, please call counsel
for the Company, Mr. Joe Laxague at (775) 234-5221. Thank you for
your assistance in this matter.